OPTIZMO™ Code of Conduct

OPTIZMO™ Code of Conduct

Introduction

Employees of OPTIZMO Technologies, LLC, or any of its affiliates or subsidiaries, (“OPTIZMO”) and others performing work for OPTIZMO or on its behalf, collectively referred to in this code as “OPTIZMO Personnel,” are expected to act lawfully, honestly, ethically, and in the best interests of the company while performing duties on behalf of OPTIZMO.

This code provides some guidelines for business conduct required of OPTIZMO Personnel.

Persons who are unsure whether their conduct or the conduct of other OPTIZMO Personnel complies with this code should contact their manager, another OPTIZMO manager, Human Resources representative, or the Legal Department representative within the company.

This code applies to all OPTIZMO Personnel, including members of the board of directors, shareholders, and owners (in connection with their work for OPTIZMO), officers, and employees of OPTIZMO Technologies, LLC and its corporate affiliates, as well as contingent workers (e.g. agency workers, contractors and consultants) and others working on OPTIZMO’s behalf.

This code is subject to change and may be amended, supplemented or superseded by one or more separate policies. If any part of this code conflicts with local laws or regulations, only the sections of this code permitted by applicable laws and regulations will apply. Any policies that are specifically applicable to your jurisdiction will take precedence to the extent they conflict with this code.

Conflicts of Interest

OPTIZMO Personnel are expected to use their judgment to act, at all times and in all ways, in the best interests of OPTIZMO while performing their job duties. As such, OPTIZMO Personnel should attempt to avoid actual or apparent conflicts of interest. A conflict of interest exists when your personal interests interfere with the best interests of OPTIZMO.

For example, a conflict of interest may occur when you or a family member receive a personal benefit as a result of your position with OPTIZMO. Similarly, you may not use your position at OPTIZMO to request personal benefits for yourself or your family members. A conflict of interest may also arise from your personal relationship with a customer, supplier, vendor, competitor, business partner, or other OPTIZMO Personnel, if that relationship impairs or may be perceived to impair your objective business judgment. Other specific areas of potential conflict of interest such as external business relationships, serving on boards, personal investments, gifts, entertainment, corporate opportunities, and certain personal relationships with other OPTIZMO Personnel are discussed in more detail below.

The best rule for any situation that appears to present a conflict of interest is to “abstain and disclose.” If it is not possible to avoid participating in the event or activity creating the conflict,

(1) promptly disclose the potential conflict to your supervisor and submit a request to the Conflicts Committee using the online tool, and

(2) avoid participating in decisions that might raise the appearance of a conflict until you receive appropriate guidance from your direct supervisor, C-Level Manager, or an assigned Conflict Resolution Manager. Conflict Resolution will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate. Some specific potential conflicts of interest to be mindful of are as follows:

Outside Business and Consulting Engagements

OPTIZMO Personnel must obtain approval from a C-Level Manager, Company Owner or Shareholder, or Resolution Manager prior to

(1) beginning any employment, business, or consulting relationship with another company that is a current or potential competitor of OPTIZMO or that otherwise has a business relationship with OPTIZMO, or

(2) accepting any teaching engagements with an educational institution, establishment, or other organization.

In addition, you should avoid conducting OPTIZMO business with members of your family or others with whom you have a significant personal or financial relationship, without the prior approval of an assigned Resolution Manager or C-Level Manager.

Serving on Boards and Investing in Other Companies

We encourage OPTIZMO Personnel to be active in industry and civic associations. However, OPTIZMO Personnel who serve on boards of directors or advisory boards of any entity or organization are required, prior to acceptance, to obtain approval from C-Level Manager, Company Owner or Shareholder, or Resolution Manager.

Any passive investment is permitted without OPTIZMO approval, provided that the investment is not so large financially (either in absolute dollars or percentage of your total investment portfolio) that it creates the appearance of a conflict of interest.

However, any investment in more than two percent (2%) of a public company or any investment in a private company that is a current or potential competitor of OPTIZMO or that has a business relationship with OPTIZMO requires prior approval from a C-Level Manager, Company Owner or Shareholder, or Resolution Manager.

OPTIZMO reserves the right to review and revisit any prior investment approvals in order to avoid an actual or apparent conflict of interest. OPTIZMO may periodically conduct an inquiry of OPTIZMO Personnel in order to determine the status and circumstances of Board memberships or investments, and OPTIZMO Personnel are responsible for continually monitoring and reporting any change in circumstances that might give rise to an actual or apparent conflict of interest.

Gifts & Entertainment

Giving or receiving gifts or entertainment to or from a current or future client or business partner can potentially create a conflict of interest, especially if the value of the item is significant.

Accepting or providing gifts (such as company-branded swag or simple gift baskets) is generally fine if the market value of the item is less than US$200.

Additionally, accepting or providing certain business entertainment (such as an invitation to attend a local cultural or sporting event, or a celebratory meal with a business partner) can be appropriate, provided that the entertainment or meal is reasonable and customary and in the furtherance of a business relationship; the cost is not excessive; and it won’t inappropriately bias future decision-making about working with the partner or create an appearance of impropriety.

You should never give or receive cash, cash equivalents (such as gift cards), loans, or any item that obligates you to provide something in return, and you should not actively solicit gifts or entertainment from a current or potential client or business partner.

While you cannot give anything of value to a government official to get or keep business or gain an improper advantage, you may provide modest gifts, meals, and entertainment to government officials where there is a legitimate purpose and the thing of value is not being provided in exchange for any action or inaction by the official.

For guidance on these and other interactions with government officials, please review the OPTIZMO Anti-Corruption Policy <Insert link for Anti-Corruption Policy here>.

If you plan to expense any gift or entertainment to be provided to a client or business partner, please obtain approval from a C-Level Manager, Company Owner or Shareholder, or Resolution Manager. Before accepting any gift or entertainment, please read the Gifts & Entertainment Guidelines.

Corporate Opportunities

OPTIZMO Personnel may not exploit or take advantage of business opportunities that are discovered through the use of OPTIZMO’s property, information, or position for personal gain unless the opportunity is disclosed fully in writing to the company and OPTIZMO declines to pursue such opportunity.

Potentially Conflicting Relationships

OPTIZMO does not prohibit dating among OPTIZMO Personnel, nor does it prohibit relatives from working together within, for or on behalf of the company. However, if a potentially conflicting relationship, romantic or otherwise, involves two employees in a direct reporting relationship, in the same chain of command, or otherwise creates an actual or apparent conflict of interest, the employees must disclose the relationship to a C-Level Manager, Company Owner or Shareholder, or Resolution Manager.

While both employees have a responsibility to disclose any such potential conflict, if you are a manager, your failure to properly disclose may result in more serious discipline. Upon learning of any potential conflict, OPTIZMO may reassign at least one of the individuals to a different position or role within the company. In any event, where your significant other, relative, or any other potentially conflicted person is within your chain of command, you must recuse yourself from any decision-making concerning the person’s compensation, promotion, discipline or termination and must refrain from participating in his/her performance review.

If you have a personal or financial relationship with any service providers to OPTIZMO, such as vendors, suppliers or contingent workers, for which you have work-related responsibilities (e.g. where you are the OPTIZMO assignment manager, participating in vendor selection, determining the terms of a contract or assignment, etc.) you must disclose that relationship to the a C-Level Manager, Company Owner or Shareholder, or Resolution Manager and recuse yourself from any decision-making regarding that service provider.

In addition, OPTIZMO owners and shareholders may from time to time adopt separate policies with respect to directors’ conflicts of interest in order to address the particular circumstances arising from their role. Any such policy will supersede the conflicts of interest guidelines above to the extent applicable.

Harassment

OPTIZMO does not tolerate unlawful harassment or any mistreatment by or of workers (including individual contributors, managers, and contingent workers), guests, clients, or agency partners in the workplace or in a work related situation on the basis of sex, race, color, nationality, ethnic or national origin, ancestry, citizenship, religion (or belief, where applicable), age, physical or mental disability, medical condition, sexual orientation, veteran status, marital status, genetic information or characteristics (or those of a family member), or any other category protected under applicable federal, state, or local law.

If you suspect harassment, discrimination, or retaliation has occurred, you are encouraged, and managers are required, to promptly provide a written or oral complaint to a C-Level Manager, Company Owner or Shareholder, or Resolution Manager.

Communications

You should take care to ensure that all business records and communications (including email, texts, OPTIZMO Messages, and instant messages) are clear and accurate. Please remember that your business communications may be shared or become public through litigation, government investigation, or publication in the media. Potential risks from inaccurate or misleading statements include claims of false advertising, misrepresentation, breach of contract, securities fraud, unfair disclosure, and antitrust violations.

You must consult with a C-Level Manager, Company Owner or Shareholder, or Resolution Manager before making formal statements or providing information about OPTIZMO, our products, or our business and fellow OPTIZMO Personnel to journalists, bloggers and industry analysts through any public forum (such as a tradeshow or conference or your social media profiles).

You may not give an endorsement or other statement on behalf of OPTIZMO or personal endorsement that identifies your affiliation with OPTIZMO, except when approved by a C-Level Manager, Company Owner or Shareholder, or Resolution Manager. In addition, you may not discuss OPTIZMO’s business, including financial condition, business or financial performance, products, or business prospects with financial analysts or actual or potential investors without the prior approval of a C-Level Manager, Company Owner or Shareholder, or Resolution Manager.

All requests for a representative of OPTIZMO to participate in a financial conference (including speaking on a panel, or attending a dinner or any event that targets the financial community) must be referred to a C-Level Manager, Company Owner or Shareholder, or Resolution Manager for review and managing. If any such analysts or investors contact you, please forward to an appropriate manager.

Public Disclosures

OPTIZMO is committed to the transparency and integrity of any publicly-filed financial reports and other communications. All OPTIZMO personnel are responsible for ensuring that any disclosure of OPTIZMO’s products, services, marketing, and communications are full, fair, accurate, timely, and understandable.

Under no circumstances are OPTIZMO personnel authorized to misrepresent OPTIZMO products, services, capabilities, functionality, security, or useability in an effort to mislead an existing client or future business prospect.

Financial Integrity and Responsibility

OPTIZMO Personnel are expected to act responsibly and exercise sound judgment with respect to matters involving company finances. If, in the course of your duties, you spend money, enter into contracts, or maintain financial records on behalf of OPTIZMO, with respect to such duties you must keep accurate and complete records, submit accurate and complete reports as required, comply with OPTIZMO’s system of internal controls, and ensure compliance with applicable legal and regulatory requirements.

Confidential Information

OPTIZMO’s confidential business information is a valuable asset that everyone must protect. OPTIZMO Personnel are required to use confidential information of OPTIZMO for business purposes only and must always keep such information in strict confidence. This responsibility extends to confidential information of third parties that we have received under non-disclosure agreements. Confidential information includes, without limitation, proprietary data, trade secrets and know-how such as software and product designs, product plans, inventions, laboratory notebooks, processes, designs, drawings, engineering, customer lists, customer data, employee data (other than your own), financial information, budgets, pricing, business plans, or other business information. Your obligations to maintain the confidentiality of this information means that you may not share any such information outside of OPTIZMO unless OPTIZMO has appropriate non-disclosure agreements in place. For help in establishing such an agreement, if you have questions about provisions of a non-disclosure agreement already in place, or if you have questions about whether certain information can be disclosed, please contact a C-Level Manager, Company Owner or Shareholder, or Resolution Manager OR the Company’s Legal Representative. OPTIZMO personnel should also refrain from sharing confidential information internally beyond those persons who legitimately need to know it for purposes of their job.

We have an open and transparent culture, and this is not intended to stifle the ongoing conversation and sharing that has facilitated so much of our success. Rather, you should use your judgment to share what is appropriate inside the company in furtherance of your and others’ jobs. Please always keep in mind that improper use or disclosure of confidential business information could seriously damage OPTIZMO’s reputation with users, business partners and the community, expose us to liability, and cause harm to our business.

In addition, you are not to bring with you to OPTIZMO, or use or disclose to any person associated with OPTIZMO, any confidential or proprietary information belonging to any former employer or other person or entity to which you owe an obligation of confidentiality under any agreement or otherwise. OPTIZMO does not need and will not use such information, and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Note that this code is not intended to restrict an employee’s legal right to discuss the terms and conditions of his/her employment.

Protection of User Data and Personnel Data

Depending on your role at OPTIZMO, you may have access to information systems or tools that enable you to view certain information relating to users (including your coworkers, as well as registered and non-registered individuals), which would otherwise not be visible to you. These tools are important and necessary to enable you to perform your work effectively. However, it is of the utmost importance that all OPTIZMO Personnel treat this data access with extreme sensitivity and caution, and only access this data to the extent it is required for you to do your job. This data is confidential and subject to privacy protections in many jurisdictions.

OPTIZMO’s brand and the trust users put in us depend on your responsible use of tools that allow you to view user information that would otherwise not be visible to you.

In your role at OPTIZMO, you will have access to information systems or tools that enable you to view personal information relating to OPTIZMO Personnel. These tools are important and necessary to enable you to perform your work effectively. However, this data is confidential and subject to privacy protections in many jurisdictions.

Protection and Use of OPTIZMO Assets

OPTIZMO provides OPTIZMO Personnel with a wide range of valuable assets to help you perform your work on behalf of OPTIZMO at the highest level. These assets include computer equipment, mobile devices, communications platforms and equipment, software, office and electronic equipment, and facilities. OPTIZMO Personnel are expected to treat these assets with care and use them with the interests of the business in mind.

This means that assets should be well maintained and not subject to unreasonable use. If something you are using is damaged, please see that it gets fixed. In addition, you should use your judgment in using company assets for personal matters. OPTIZMO’s assets are property of the company and provided for business use. While we recognize that personal use occurs, it should not be excessive and should not interfere with performance of your business duties.

Compliance with Laws

OPTIZMO Personnel are expected to act within the bounds of applicable laws, rules and regulations of the regions, states, and countries where we do business. The application of these and other laws can be complex and fact-dependent. If you have any questions about the applicability of interpretation of any law, rule or regulation, you should contact a C-Level Manager, Company Owner or Shareholder, or Resolution Manager OR the Company’s Legal Representative.

Anti-Corruption

Without limitation, OPTIZMO Personnel must fully comply with all anti-corruption laws of the countries in which we do business, including the US Foreign Corrupt Practices Act (FCPA), which applies globally.

International Trade

OPTIZMO Personnel must also comply with all applicable international trade laws and regulations. These laws and regulations apply to the import and export of goods and technical data to and from the US and other countries, transactions or dealings with sanctioned countries and restricted parties, and anti-boycott requests.

Lobbying and Campaign Finance

OPTIZMO Personnel must also comply with applicable lobbying and campaign finance laws. These laws vary across jurisdictions and apply generally when OPTIZMO makes political contributions or engages on policy issues with government entities, elected officials, and candidates for public office.

Competition

OPTIZMO is committed to competing in a fair and vigorous manner, in compliance with all applicable antitrust and competition laws. Antitrust laws protect consumers by prohibiting anti competitive conduct that can restrict free competition. In accordance with these laws and regulations, OPTIZMO Personnel must never agree, either directly or indirectly, with competitors:

(1) to set prices or other terms related to our products;

(2) to allocate customers, advertisers, territories, or product markets; or

(3) not to deal with a particular company (called a “group boycott”).

Further, some conduct may be considered unfair or illegal in certain circumstances, including:

− Sharing competitively sensitive information with competitors;

− Leveraging market power to gain an unfair competitive advantage;

− Requiring a purchaser to resell a product at or above a particular price;

Insider Trading

Under the federal securities laws, it is generally illegal to trade in securities while in the possession of material nonpublic information about the company. It is also generally illegal to provide material non-public information about OPTIZMO to others who then trade on the basis of that information.

Environmental Health and Safety

OPTIZMO is committed to complying with environmental, health, and safety (EHS) laws and regulations in the workplace and in the communities where we operate. Our EHS programs are designed to protect the environment, maintain a secure workplace, and provide OPTIZMO Personnel with the necessary resources to comply with EHS laws and OPTIZMO’s values and standards.

Reporting Violations

If you learn about or suspect a violation of this code, another OPTIZMO policy, or any law, you shall promptly report it to a C-Level Manager, Company Owner or Shareholder, or Resolution Manager, Human Resources, Internal Audit, or a Legal Representative. If you are uncomfortable making such a report, you may do so anonymously if permitted by applicable law.

In cases in which an individual reports a suspected violation of policy or law in good faith and is not engaged in the questionable conduct, OPTIZMO will attempt to keep its discussions and actions confidential to the greatest extent possible and in compliance with applicable laws and regulations governing privacy.

OPTIZMO will not retaliate against anyone making a good-faith report of a potential violation. OPTIZMO will investigate any report of a violation.

You must cooperate fully with any investigation, but should not investigate independently, as alleged violations may involve complex legal issues, and you may risk compromising the integrity of a formal investigation. Conduct that violates the law or company policies is grounds for prompt disciplinary or remedial action.

In addition, your failure to report a known violation of law or company policy by someone else may result in disciplinary action for employees and/or termination of employment/your relationship with OPTIZMO. Discipline for a violation of OPTIZMO policies or applicable law may range from a warning up to and including summary termination of employment/your relationship with OPTIZMO (in accordance with applicable law). Where laws have been violated, we will cooperate fully with the appropriate authorities.

Policy Prohibiting Retaliation

It is against OPTIZMO policy (and may be unlawful) for any OPTIZMO Personnel to retaliate against any person for reporting what he or she believed in good faith to be a violation of this code, expressing an intent to report what he or she believed in good faith to be a violation of this code, assisting other OPTIZMO Personnel to report a violation of this code, or participating in any investigation pursuant to this code.

Amendment and Waivers

Any amendment or waiver of any provision of this code must be approved by a C-Level Manager, Company Owner or Shareholder, or Resolution Manager or, if appropriate, an Audit & Risk Oversight Committee, and promptly disclosed as may be required pursuant to applicable laws and regulations. Notwithstanding the foregoing, OPTIZMO’s General Counsel may grant waivers under this code for OPTIZMO employees other than executive officers or senior financial officers. Any waiver or modification of this code for a senior financial officer will be promptly disclosed to any shareholders as required by applicable law or the rules of the stock exchange on which case OPTIZMO may have common stock that is listed for trading.

References

For purposes of this code, “manager” shall include the OPTIZMO assignment manager for contingent workers.